Accelerates development of world-class gastrointestinal portfolio
focused on serving patient from diagnosis to treatment

Accretive to earnings per share beginning in fiscal 2015

DUBLIN, Ireland & YOQNEAM, Israel--(BUSINESS WIRE)--Dec. 8, 2013--
Covidien
plc (NYSE: COV) and Given Imaging Ltd. (Nasdaq: GIVN) today announced a
definitive agreement under which Covidien will acquire all of the
outstanding shares of Given Imaging for $30.00 per share in cash, for a
total of approximately $860 million, net of cash and investments
acquired. This transaction provides Covidien additional scale and scope
to serve the multibillion dollar global gastrointestinal (GI) market and
supports the Company’s strategy to comprehensively address key global
specialties and procedures.

Given Imaging provides one of the broadest technology platforms for
visualizing, diagnosing and monitoring the digestive system, including
its flagship PillCam®, an innovative swallowed capsule
endoscope.

“We believe GI is one of the most attractive specialty procedure areas.
Acquiring Given will enable Covidien to significantly expand its
presence in a $3 billion GI market,” said Bryan Hanson, Group President,
Medical Devices & U.S., Covidien. “Adding Given’s portfolio of
diagnostics to our portfolio accelerates Covidien’s strategy of
providing physicians with products that support the patient along the
care continuum from diagnosis to treatment. It also confirms our
leadership in developing less-invasive screening, diagnosis and
treatment solutions that can improve patient outcomes and lower
healthcare costs.”

“Given Imaging revolutionized GI diagnostics over 12 years ago with the
launch of PillCam and created an entirely new diagnostic category --
capsule endoscopy. The combination of Covidien’s established global
presence and Given Imaging’s innovative capabilities has the potential
to transform this market,” said Homi Shamir, President and CEO, Given
Imaging Ltd. “After thoroughly evaluating our strategic options we
determined that this transaction is in the best interests of Given
Imaging, its shareholders and employees and provides unique benefits to
patients globally.”

Given Imaging is dedicated to developing innovative diagnostic and
monitoring technologies for the digestive system. The company’s broad
portfolio includes the PillCam, a minimally-invasive, non-sedation,
swallowed optical endoscopy technology for the small bowel, esophagus
and colon. In total, Given Imaging has seven product lines across 21 GI
disease states. The company also offers industry-leading GI functional
diagnostic solutions including ManoScan® high resolution
manometry, Bravo® capsule-based pH monitoring, Digitrapper®
pH-Z monitoring and SmartPill® motility monitoring systems.

The transaction is subject to customary closing conditions, including
Given Imaging shareholder approval and the receipt of certain regulatory
approvals, and is expected to be completed by March 31, 2014. The Boards
of Directors of both companies have approved the transaction, and the
Boards of Directors of DIC, Elron and Rdc, owners of 44 percent of
Given's outstanding shares, have approved voting in favor of the
transaction. DIC has also entered into a customary voting agreement with
Covidien.

Financial Highlights

Covidien intends to finance the transaction through cash on hand and
will report Given Imaging within the Medical Devices business segment.
Upon closing of the transaction, Covidien expects Given Imaging will add
between $40 and $50 million per quarter in incremental revenue to the
Medical Devices segment.

On a reported U.S. GAAP basis, the transaction is expected to be
dilutive to both operating margin and earnings per share (EPS) in fiscal
2014. On an adjusted basis, excluding one-time items and transaction
costs, management expects the transaction to be neutral to both
operating margin and EPS in fiscal 2014. The transaction is expected to
be accretive to operating margin and EPS both on a U.S. GAAP and on an
adjusted basis in fiscal 2015 and beyond. From a “cash earnings”
standpoint, which excludes the impact of amortization, the transaction
is expected to be accretive immediately after it closes.

Covidien management is not changing any of its guidance as a result of
this transaction.

Covidien is a leading global healthcare products company that creates
innovative medical solutions for better patient outcomes and delivers
value through clinical leadership and excellence. Covidien develops,
manufactures and sells a diverse range of industry-leading medical
device and supply products. With 2013 revenue of $10.2 billion, Covidien
has more than 38,000 employees worldwide in more than 70 countries, and
its products are sold in over 150 countries. Please visit www.covidien.com
to learn more about our business.

About Given Imaging

Since pioneering the field of capsule endoscopy in 2001, Given Imaging
has become a world leader in GI medical devices, offering health care
providers a range of innovative options for visualizing, diagnosing and
monitoring the digestive system. The company offers a broad product
portfolio including PillCam® capsule endoscope for the small bowel,
esophagus and colon. The company also offers industry-leading GI
functional diagnostic solutions including ManoScan® high resolution
manometry, Bravo® capsule-based pH monitoring, Digitrapper® pH-Z
monitoring, and SmartPill® motility monitoring systems. Given Imaging is
committed to delivering breakthrough innovations to the GI community and
supporting its ongoing clinical needs. Given Imaging’s headquarters are
located in Yoqneam, Israel, with operating subsidiaries in the United
States, Germany, France, Japan, Australia, Vietnam, Hong Kong and
Brazil. For more information about Given Imaging, please visit givenimaging.com.

COVIDIEN FORWARD-LOOKING STATEMENTS

Any statements contained in this communication that do not describe
historical facts may constitute forward-looking statements as that term
is defined in the Private Securities Litigation Reform Act of 1995. Any
forward-looking statements contained herein are based on our
management’s current beliefs and expectations, but are subject to a
number of risks, uncertainties and changes in circumstances, which may
cause actual results or Covidien actions to differ materially from what
is expressed or implied by these statements. The factors that could
cause actual future results to differ materially from current
expectations include, but are not limited to, the possibility that the
transaction may not close on schedule or at all; therisk of
competing offers; the possibility that various closing conditions for
the transaction may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant approval for
the consummation of the transaction; the ability to successfully
integrate Given’s operations with Covidien's and the time and resources
required to do so; the uncertainties inherent in commercial, research
and development activities; competitive developments and other risks and
uncertainties described in more detail in Covidien’s Annual Report on
Form 10-K for the fiscal year ended September 27, 2013 andCovidien’s
subsequent filings with the SEC. We disclaim any obligation to update
these forward-looking statements other than as required by law.

GIVEN IMAGING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the
meaning of the "safe harbor" provisions of the U.S. Private Securities
Litigation Reform Act of 1995. These forward-looking statements include,
but are not limited to, statements about the expected completion of the
proposed transaction with Covidien and the timing thereof, the
satisfaction or waiver of any conditions to the proposed transaction,
anticipated benefits, growth opportunities and other events relating to
the proposed transaction, projections about Given Imaging’s business and
its future revenues, expenses and profitability. Forward-looking
statements may be, but are not necessarily, identified by the use of
forward-looking terminology such as "may," "anticipates," "estimates,"
"expects," "intends," "plans," "believes," and words and terms of
similar substance. Forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
events, results, performance, circumstances or achievements to be
materially different from those expressed or implied by such
forward-looking statements. Factors that could cause actual events,
results, performance, circumstances or achievements to differ from such
forward-looking statements include, but are not limited to, the
following:(1) Given Imaging may be unable to obtain shareholder
approval as required for the proposed transaction; (2) Given Imaging may
be unable to obtain required regulatory approvals or satisfy other
conditions to the closing of the proposed transaction; (3) the proposed
transaction may involve unexpected costs, liabilities or delays; (4)
Given Imaging’s business may suffer as a result of uncertainty
surrounding the proposed transaction and diversion of management
attention on transaction-related matters; (5) the outcome of any legal
proceedings related to the proposed transaction; (6) Given Imaging may
be adversely affected by other economic, business, and/or competitive
factors; (7) the occurrence of any event, change or other circumstances
that could give rise to the termination of the merger agreement; (8) the
ability to recognize benefits of the proposed transaction; (9) risks
that the proposed transaction disrupts current plans and operations and
the potential difficulties in employee retention as a result of the
proposed transaction;(10) impact of the transaction on relationships
with customers, distributors and suppliers and (11) other risks to
consummation of the transaction, including the risk that the transaction
will not be consummated within the expected time period or at all.

Factors that may affect the future events, results, performance,
circumstances or achievements of Given Imaging also include, but are not
limited to, the following:(1) Given Imaging’s ability to develop
and bring to market new products, (2) Given Imaging’s ability to
successfully complete any necessary or required clinical studies with
its products, (3) Given Imaging’s ability to receive regulatory
clearance or approval to market its products or changes in regulatory
environment, (4) Given Imaging’s success in implementing its sales,
marketing and manufacturing plans, (5) the level of adoption of Given
Imaging’s products by medical practitioners, (6) the emergence of other
products that may make Given Imaging’s products obsolete, (7) lack of an
appropriate bowel preparation materials to be used with Given Imaging’s
PillCam COLON capsule, (8) protection and validity of patents and other
intellectual property rights, (9) the impact of currency exchange rates,
(10) the effect of competition by other companies, (11) the outcome of
significant litigation, (12) Given Imaging’s ability to obtain
reimbursement for its product from government and commercial payors,
(13) quarterly variations in operating results, (14) the possibility of
armed conflict or civil or military unrest in Israel, (15) the impact of
global economic conditions, (16) Given Imaging’s ability to successfully
integrate acquired businesses, (17) changes and reforms in applicable
healthcare laws and regulations, (18) quality issues and adverse events
related to Given Imaging’s products, such as capsule retention,
aspiration and failure to attach or detach, bleeding or perforation that
could require Given Imaging to recall products and impact its sales and
net income, and (19) other risks and factors disclosed in Given
Imaging’s filings with the U.S. Securities and Exchange Commission (the
“SEC”), including, but not limited to, risks and factors identified
under such headings as "Risk Factors," "Cautionary Language Regarding
Forward-Looking Statements" and "Operating Results and Financial Review
and Prospects" in Given Imaging’s Annual Report on Form 20-F for the
year ended December 31, 2012. You are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the
date of this press release. Except to the extent expressly required
under applicable law, Given Imaging undertakes no obligation to release
publicly any revisions to any forward-looking statements, to report
events or to report the occurrence of unanticipated events.

ADDITIONAL INFORMATION

In connection with the proposed transaction, Given Imaging intends to
mail a proxy statement to its shareholders and furnish a copy of the
proxy statement with the SEC on Form 6-K. Shareholders of Given Imaging
are urged to read the proxy statement and the other relevant material
when they become available because they will contain important
information about Given Imaging, Covidien, the proposed transaction and
related matters. Shareholders are urged to carefully read the proxy
statement and other relevant materials when they become available before
making any voting or investment decision with respect to the proposed
transaction. The proxy statement (when available) may be obtained for
free at the SEC's website at www.sec.gov.
In addition, the proxy statement will be available, without charge, at
Given Imaging’s website at www.givenimaging.com.

This press release is neither a solicitation of proxy, an offer to
purchase nor a solicitation of an offer to sell shares of Given Imaging.
Given Imaging, its executive officers and directors may be deemed to be
participants in the solicitation of proxies from shareholders of Given
Imaging in connection with the proposed transaction. Information about
those executive officers and directors of Given Imaging and their
ownership of Given Imaging shares is set forth in Given Imaging’s proxy
statement for its special meeting of shareholders scheduled for December
31, 2013, which was furnished to the SEC on Form 6-K on November 29,
2013. Additional information regarding the interests of participants in
the solicitation of proxies in connection with the proposed transaction
will be included in the proxy statement that Given Imaging intends to
furnish to the SEC on Form 6-K.